As filed with the Securities and Exchange Commission on December 15, 2004 Registration No. ________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIR PRODUCTS AND CHEMICALS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 23-1274455 - -------------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Air Products PLC and Air Products Group Limited U.K. Savings-Related Share Option Schemes (Full Title of the Plan) - -------------------------------------------------------------------------------- W. Douglas Brown, Vice President, General Counsel and Secretary Air Products and Chemicals, Inc., 7201 Hamilton Boulevard, Allentown, PA 18195-1501 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) 610-481-4911 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Titles of securities Proposed maximum Proposed maximum to be registered Amount to be offering price per aggregate offering Amount of registration registered share price fee Common Stock, par value $1 620,446 $57.21 $35,495,715.66 $4,177.85(1) - -------------------- (1) The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the reported high and low sales prices of shares of Common Stock on 9 December 2004 (i.e., $57.21 per share).
Air Products and Chemicals, Inc. (the "Company"), by the filing of this Registration Statement, hereby registers additional shares of common stock of the Company, for distribution pursuant to the Air Products PLC and Air Products Group Limited U.K. Savings-Related Share Option Schemes (the "Schemes"). These are securities of the same class as the securities registered on Form S-8, Registration Statement No. 33-2068 for distribution pursuant to the Schemes. Accordingly, the contents of Registration Statement No. 33-2068 are incorporated herein by reference. The registrants report on Form 10-K for the year ended 30 September 2004 is also incorporated herein by reference. EXHIBITS 4.1. By-Laws of the Company. (Filed as Exhibit 3.1 to the Company's Form 8-K Report dated 18 September 1997.) 4.2. Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company's Form 10-K Report for the fiscal year ended 30 September 1987.) 4.3. Amendment to the Restated Certificate of Incorporation of the Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company's Form 10-K Report for the fiscal year ended 30 September 1996.) 4.4. Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company's Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.) 23. Consent of Independent Registered Public Accounting Firm 23A. Consent of Arthur Andersen LLP (omitted pursuant to Rule 537a as described in the Exhibit). 24. Power of Attorney. 1
SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on this 15th day of December 2004. AIR PRODUCTS AND CHEMICALS, INC. (Registrant) By: /s/ W. Douglas Brown ---------------------------------------- W. Douglas Brown* Vice President, General Counsel and Secretary - ---------- * W. Douglas Brown, Vice President, General Counsel and Secretary, by signing his name hereto, signs this registration statement on behalf of the registrant and, for each of the persons indicated by asterisk on pages 3 and 4 hereof, pursuant to a power of attorney duly executed by such persons which is filed with the Securities and Exchange Commission herewith. 2
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE --------- ----- ---- Director, Chairman of the Board, President, and Chief Executive Officer /s/ John P. Jones III (Principal Executive Officer) - ------------------------------------ John P. Jones III 15 December 2004 Vice President and Chief /s/ Paul E. Huck Financial Officer (Principal Financial 15 December 2004 - ------------------------------------ Officer and Accounting Officer) Paul E. Huck * - ------------------------------------ Director 15 December 2004 Mario L. Baeza * Director 15 December 2004 - ------------------------------------ Michael J. Donahue * Director 15 December 2004 - ------------------------------------ Ursula F. Fairbairn * Director 15 December 2004 - ------------------------------------ W. Douglas Ford * Director 15 December 2004 - ------------------------------------ Edward E. Hagenlocker * Director 15 December 2004 - ------------------------------------ James F. Hardymon * - ------------------------------------ Terrence Murray Director 15 December 2004 3
SIGNATURE TITLE DATE --------- ----- ---- * - ------------------------------------ Director 15 December 2004 Lawrence S. Smith * - ------------------------------------ Director 15 December 2004 Lawrason D. Thomas 4
EXHIBIT INDEX Exhibit Page - ------- ---- 4.1. By-Laws of the Company. (Filed as Exhibit 3.1 to the Company's N/A Form 8-K Report dated 18 September 1997.) 4.2. Restated Certificate of Incorporation of the Company. (Filed as N/A Exhibit 3.2 to the Company's Form 10-K Report for the fiscal year ended 30 September 1987.) 4.3. Amendment to the Restated Certificate of Incorporation of the N/A Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company's Form 10-K Report for the fiscal year ended 30 September 1996.) 4.4. Rights Agreement, dated as of 19 March 1998, between the Company N/A and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company's Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.) 23. Consent of Independent Registered Public Accounting Firm 6 23A. Consent of Arthur Andersen LLP (omitted pursuant to Rule 537a as 7 described in the Exhibit). 24. Power of Attorney 8 No opinion of counsel is being filed because the Common Stock to be distributed in connection with the Plan will consist exclusively of previously issued shares that are presently held by the registrant as treasury shares or under the registrant's Flexible Employee Benefits Trust and will not constitute original issuance shares; further, no opinion is being furnished with respect to ERISA compliance because the Plans covered by the registration statement are not subject to the requirements of ERISA. 5
EXHIBIT 23 Consent of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Air Products and Chemicals, Inc.: We consent to the use of our reports dated 27 October 2004, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries as of 30 September 2004 and 2003, and the related consolidated statements of income, cash flows and shareholders' equity for each of the years in the three year period ended 30 September 2004, and the related financial statement schedule, which reports appear in the 30 September 2004 annual report on Form 10-K of Air Products and Chemicals, Inc., incorporated herein by reference. /s/ KPMG LLP Philadelphia, Pennsylvania 10 December 2004 6
EXHIBIT 23A Consent of Arthur Andersen LLP The Company's financial statements for prior years, incorporated herein by reference, were audited by Arthur Andersen LLP ("Andersen"). Subsequently, Andersen was dismissed as the Company's independent auditors. Section 11(a) of the Securities Act of 1933 (the "Act") provides that in case any part of a registration statement, at the time it became effective, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, any person acquiring a security pursuant to the registration statement (unless at the time of such acquisition he knew of the untruth or omission) may sue, among others, any accountant who has consented to be named in the registration statement as having prepared or certified such part of the registration statement. After reasonable efforts, the Company has been unable to obtain the consent of Andersen to the incorporation by reference in this Registration Statement of Andersen's reports on its audit of the Company's financial statements referred to above. Under these circumstances, Rule 437a under the Act permits the Company to file this Registration Statement without such consents. Without such consents, a person acquiring shares of the Company pursuant to this Registration Statement will be unable to assert a claim against Andersen under Section 11(a) of the Act in the event of an untrue statement of material fact or a material omission in the financial statements audited by Andersen or in its reports with respect thereto. 7
EXHIBIT 24 POWER OF ATTORNEY Know All Men By These Presents, that each person whose signature appears below constitutes and appoints JOHN P. JONES III or PAUL E. HUCK or W. DOUGLAS BROWN, acting severally, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign one or more Registration Statements, and any amendments thereto, which may be required in connection with (i) the registration of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, and Warrants, including the registration of Common Stock for issuance under any employee benefit or compensation plan, (ii) the registration of interests under any employee benefit or compensation plan maintained by the Company or (iii) any fundamental change in the information contained in such Registration Statements, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities and Exchange Act of 1933, this Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ John P. Jones III Director, Chairman of the Board 18 November 2004 - ------------------------------------- (Principal Executive Officer) John P. Jones III /s/ Mario L. Baeza 18 November 2004 - ------------------------------------- Mario L. Baeza Director /s/ Michael J. Donahue 18 November 2004 - ------------------------------------- Michael J. Donahue Director 8
SIGNATURE TITLE DATE --------- ----- ---- /s/ Ursula F. Fairbairn 18 November 2004 - ------------------------------------- Ursula F. Fairbairn Director /s/ W. Douglas Ford Director 18 November 2004 - ------------------------------------- W. Douglas Ford /s/ Edward E. Hagenlocker Director 18 November 2004 - ------------------------------------- Edward E. Hagenlocker /s/ James F. Hardymon Director 18 November 2004 - ------------------------------------- James F. Hardymon /s/ Terrence Murray 18 November 2004 - ------------------------------------- Terrence Murray Director /s/ Lawrence S. Smith 18 November 2004 - ------------------------------------- Lawrence S. Smith Director /s/ Lawrason D. Thomas 18 November 2004 - ------------------------------------- Lawrason D. Thomas Director 9